AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, ATHOS MERGER SUB, INC. and ABIOMED, INC. Dated as of October 31, 2022Agreement and Plan of Merger • November 1st, 2022 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 31, 2022 by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Athos Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and ABIOMED, Inc., a Delaware corporation (the “Company”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • November 1st, 2022 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is entered into by and between Johnson & Johnson, a New Jersey corporation (“Parent”), and [•], a [•], as Rights Agent (the “Rights Agent”).
Re: Retention AgreementLetter Agreement • November 1st, 2022 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
This letter agreement (this “Agreement”) is in reference to the change of control agreement between you and the Company, dated as of September 15, 2008 (as amended through the date hereof, the “CIC Agreement”). As you know, Parent, Athos Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in Merger Sub being merged with and into the Company as a result of the Merger (as defined in the Merger Agreement) and the Company surviving the Merger as a wholly owned subsidiary of Parent. As a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent has requested that you enter into this Agreement setting forth certain modifications to your rights and obligations under the CIC Agreement and any other agreement between you and the
October 31, 2022 Michael R. Minogue c/o last address on file with the Company Dear Michael:Merger Agreement • November 1st, 2022 • Abiomed Inc • Surgical & medical instruments & apparatus
Reference is made to the Employment Agreement, dated as of April 5, 2004 (as amended through the date hereof, the “Employment Agreement”), by and between ABIOMED, Inc., a Delaware corporation (the “Company”) and Michael R. Minogue (the “Executive”), the Change of Control Agreement, dated as of April 5, 2004 (as amended through the date hereof, the “CIC Agreement”), by and between the Company and the Executive, and the Agreement and Plan of Merger, dated as of October 31, 2022 (the “Merger Agreement”), by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Athos Merger Sub, Inc., a Delaware corporation and the Company. Capitalized terms used but not defined in this letter agreement (this “Agreement”) shall have the meanings ascribed to them in the Merger Agreement.
